0001193805-20-001630.txt : 20201228 0001193805-20-001630.hdr.sgml : 20201228 20201228172830 ACCESSION NUMBER: 0001193805-20-001630 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20201228 DATE AS OF CHANGE: 20201228 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FORWARD AIR CORP CENTRAL INDEX KEY: 0000912728 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 621120025 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43797 FILM NUMBER: 201419266 BUSINESS ADDRESS: STREET 1: 1915 SNAPPS FERRY ROAD STREET 2: BUILDING N CITY: GREENEVILLE STATE: TN ZIP: 37745 BUSINESS PHONE: 4236367000 MAIL ADDRESS: STREET 1: P.O. BOX 1058 CITY: GREENEVILLE STATE: TN ZIP: 37744 FORMER COMPANY: FORMER CONFORMED NAME: LANDAIR SERVICES INC DATE OF NAME CHANGE: 19930928 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ancora Advisors, LLC CENTRAL INDEX KEY: 0001446114 IRS NUMBER: 331033773 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6060 PARKLAND BOULEVARD, SUITE 200 CITY: CLEVELAND STATE: OH ZIP: 44124 BUSINESS PHONE: 2168254000 MAIL ADDRESS: STREET 1: 6060 PARKLAND BOULEVARD, SUITE 200 CITY: CLEVELAND STATE: OH ZIP: 44124 SC 13D 1 e620173_sc13d-fwrd.htm SCHEDULE 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No.)¹

Forward Air Corporation

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

349853101

(CUSIP Number)

FREDERICK DiSANTO

c/o Ancora Advisors, llc

6060 Parkland Boulevard, Suite 200

Cleveland, Ohio 44124

(216) 825-4000

STEVE WOLOSKY

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 14, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

_________________________

¹ The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

CUSIP No. 349853101

NAME OF REPORTING PERSON

Ancora Merlin, LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

21,450

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

21,450

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

21,450

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

CUSIP No. 349853101

NAME OF REPORTING PERSON

Ancora Merlin Institutional, LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

230,999

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

230,999

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

230,999

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

CUSIP No. 349853101

NAME OF REPORTING PERSON

Ancora Catalyst, LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

18,004

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

18,004

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

18,004

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

CUSIP No. 349853101

NAME OF REPORTING PERSON

Ancora Catalyst Institutional, LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

234,417

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

234,417

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

234,417

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

CUSIP No. 349853101

NAME OF REPORTING PERSON

Ancora Catalyst SPV I LP – Series I*

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

165,004

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

165,004

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

165,004

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

*This Series I is part of a series of Ancora Catalyst SPV I LP, a series limited partnership.

CUSIP No. 349853101

NAME OF REPORTING PERSON

Ancora Catalyst SPV I LP – Series J*

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

188,345

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

188,345

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

188,345

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

*This Series J is part of a series of Ancora Catalyst SPV I LP, a series limited partnership.

CUSIP No. 349853101

NAME OF REPORTING PERSON

Ancora Catalyst SPV I LP – Series K*

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

125,648

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

125,648

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

125,648

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

*This Series K is part of a series of Ancora Catalyst SPV I LP, a series limited partnership.

CUSIP No. 349853101

NAME OF REPORTING PERSON

Ancora Catalyst SPV I LP – Series L*

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

49,464

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

49,464

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

49,464

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

*This Series L is part of a series of Ancora Catalyst SPV I LP, a series limited partnership.

CUSIP No. 349853101


	1	NAME OF REPORTING PERSON

			Ancora Catalyst SPV I SPC Ltd. – Segregated Portfolio E
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			CAYMAN ISLANDS
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					365,648
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					365,648
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			365,648
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			1.3%
	14	TYPE OF REPORTING PERSON

			CO

CUSIP No. 349853101


	1	NAME OF REPORTING PERSON

			Ancora Advisors, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			OO, AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			NEVADA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,447,548
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					1,447,548
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,447,548
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			5.3%
	14	TYPE OF REPORTING PERSON

			IA, OO

CUSIP No. 349853101


	1	NAME OF REPORTING PERSON

			Frederick DiSanto
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,447,548
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					1,447,548
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,447,548
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			5.3%
	14	TYPE OF REPORTING PERSON

			IN

CUSIP No. 349853101

NAME OF REPORTING PERSON

Andrew C. Clarke

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

2,500

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

SOLE DISPOSITIVE POWER

2,500

SHARED DISPOSITIVE POWER

- 0 -

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,500

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

CUSIP No. 349853101

NAME OF REPORTING PERSON

Scott W. Niswonger

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

10,000

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

SOLE DISPOSITIVE POWER

10,000

SHARED DISPOSITIVE POWER

- 0 -

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,000

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

CUSIP No. 349853101

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.

Security and Issuer.

This statement relates to the Common Stock, $0.01 par value (the “Shares”), of Forward Air Corporation, a Tennessee corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1915 Snapps Ferry Road, Building N, Greeneville, Tennessee, 37745.

Item 2.

Identity and Background.

(a) This statement is filed by:

(i)

Ancora Merlin, LP, a Delaware limited partnership (“Ancora Merlin”), with respect to the Shares directly and beneficially owned by it;

(ii)

Ancora Merlin Institutional, LP, a Delaware limited partnership (“Ancora Merlin Institutional”), with respect to the Shares directly and beneficially owned by it;

(iii)

Ancora Catalyst, LP, a Delaware limited partnership (“Ancora Catalyst”), with respect to the Shares directly and beneficially owned by it;

(iv)

Ancora Catalyst Institutional, LP, a Delaware limited partnership (“Ancora Catalyst Institutional”), with respect to the Shares directly and beneficially owned by it;

(v)

Ancora Catalyst SPV I LP – Series I, a series of Ancora Catalyst SPV I LP, a Delaware limited partnership (“Ancora SPV I”), with respect to the Shares directly and beneficially owned by it;

(vi)

Ancora Catalyst SPV I LP – Series J, a series of Ancora Catalyst SPV I LP, a Delaware limited partnership (“Ancora SPV J”), with respect to the Shares directly and beneficially owned by it;

(vii)

Ancora Catalyst SPV I LP – Series K, a series of Ancora Catalyst SPV I LP, a Delaware limited partnership (“Ancora SPV K”), with respect to the Shares directly and beneficially owned by it;

(viii)

Ancora Catalyst SPV I LP – Series L, a series of Ancora Catalyst SPV I LP, a Delaware limited partnership (“Ancora SPV L” and together with Ancora Merlin, Ancora Merlin Institutional, Ancora Catalyst, Ancora Catalyst Institutional, Ancora SPV I, Ancora SPV J and Ancora SPV K, the “Ancora LP Funds”), with respect to the Shares directly and beneficially owned by it;

(ix)

Ancora Catalyst SPV I SPC Ltd. – Segregated Portfolio E, a Cayman Islands segregated portfolio company (“Ancora SPC E” and together with the Ancora LP Funds, the “Ancora Funds”), with respect to the Shares directly and beneficially owned by it;

CUSIP No. 349853101

(x)

Ancora Advisors, LLC, a Nevada limited liability company (“Ancora Advisors”), as the investment adviser of each of the Ancora Funds and certain separately managed accounts (the “Separately Managed Accounts”), and the general partner of each of the Ancora LP Funds;

(xi)

Frederick DiSanto, as the Chairman and Chief Executive Officer of Ancora Advisors;

(xii)

Andrew C. Clarke, with respect to the Shares directly and beneficially owned by him, and

(xiii)

Scott W. Niswonger, with respect to the Shares directly and beneficially owned by him.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Group Agreement, as defined in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of Ancora SPC E. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

(b) The address of the principal office of each of the Ancora Funds and Ancora Advisors, and the principal business address of Mr. DiSanto, is 6060 Parkland Boulevard, Suite 200, Cleveland, Ohio 44124. The principal business address of Mr. Clarke is 57 Groveland Terrace, Minneapolis, Minnesota 55403. The principal business address of Mr. Niswonger is c/o The Niswonger Group, P.O. Box 1508, Greeneville, Tennessee 37744.

(c) The principal business of each of the Ancora Funds is investing in securities. The principal business of Ancora Advisors is serving as a registered investment adviser to certain of its affiliates, including each of the Ancora Funds. The principal occupation of Mr. DiSanto is serving as the Chairman and Chief Executive Officer of Ancora Advisors. The principal occupation of Mr. Clarke is serving as a business adviser and professional director. The principal occupation of Mr. Niswonger is serving as Chairman of the Niswonger Foundation.

(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Other than as disclosed below, no Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. On December 18, 2018, Ancora Advisors entered into a settlement with the Securities and Exchange Commission regarding the violation of Section 206(4) under the Investment Advisers Act of 1940 and Rule 206(4)-5 thereunder, due to the contributing of more than the allowable $350 contribution to certain political campaigns. Ancora Advisors consented to the cease-and-desist order and paid a penalty in the amount of $100,000.

(f) Messrs. DiSanto, Clarke and Niswonger are citizens of the United States of America.

CUSIP No. 349853101

Item 3.

Source and Amount of Funds or Other Consideration.

The Shares purchased by each of the Ancora Funds and held in the Separately Managed Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 21,450 Shares owned directly by Ancora Merlin is approximately $1,144,848, including brokerage commissions. The aggregate purchase price of the 230,999 Shares owned directly by Ancora Merlin Institutional is approximately $12,342,180, including brokerage commissions. The aggregate purchase price of the 18,004 Shares owned directly by Ancora Catalyst is approximately $962,906, including brokerage commissions. The aggregate purchase price of the 234,417 Shares owned directly by Ancora Catalyst Institutional is approximately $12,524,260, including brokerage commissions. The aggregate purchase price of the 165,004 Shares owned directly by Ancora SPV I is approximately $10,239,449, including brokerage commissions. The aggregate purchase price of the 188,345 Shares owned directly by Ancora SPV J is approximately $11,891,148 including brokerage commissions. The aggregate purchase price of the 125,648 Shares owned directly by Ancora SPV K is approximately $8,519,524 including brokerage commissions. The aggregate purchase price of the 49,464 Shares owned directly by Ancora SPV L is approximately $3,624,871 including brokerage commissions. The aggregate purchase price of the 365,648 Shares owned directly by Ancora SPC E is approximately $24,118,403 including brokerage commissions. The aggregate purchase price of the 48,569 Shares held by the Separately Managed Accounts is approximately $3,428,557 including brokerage commissions. The Shares beneficially owned by Mr. Clarke and Mr. Niswonger were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 2,500 Shares beneficially owned by Mr. Clarke is approximately $164,988, including brokerage commissions. The aggregate purchase price of the 10,000 Shares beneficially owned by Mr. Niswonger is approximately $585,692, including brokerage commissions.

Item 4.

Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons have engaged, and intend to continue to engage, in discussions with the Issuer’s Board of Directors (the “Board”) and management team regarding means to create shareholder value, including, but not limited to, by strengthening the management team, improving capital allocation, divesting non-core assets and enhancing corporate governance (including changes to the composition of the Board).

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board of the Issuer, engaging in discussions with shareholders of the Issuer or third parties, including potential acquirers and service providers about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capital allocation strategy, capitalization, ownership structure, including a sale of the Issuer as a whole or in parts, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

CUSIP No. 349853101

Item 5.

Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each person named herein is based upon 27,507,750 Shares outstanding as of October 27, 2020 which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2020.

Ancora Merlin

(a)

As of the close of business on December 28, 2020, Ancora Merlin beneficially owned directly 21,450 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 21,450
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 21,450

Ancora Merlin Institutional

(a)

As of the close of business on December 28, 2020, Ancora Merlin Institutional beneficially owned directly 230,999 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 230,999
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 230,999

Ancora Catalyst

(a)

As of the close of business on December 28, 2020, Ancora Catalyst beneficially owned directly 18,004 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 18,004
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 18,004

CUSIP No. 349853101

Ancora Catalyst Institutional

(a)

As of the close of business on December 28, 2020, Ancora Catalyst Institutional beneficially owned directly 234,417 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 234,417
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 234,417

Ancora SPV I

(a)

As of the close of business on December 28, 2020, Ancora SPV I beneficially owned directly 165,004 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 165,004
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 165,004

Ancora SPV J

(a)

As of the close of business on December 28, 2020, Ancora SPV J beneficially owned directly 188,345 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 188,345
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 188,345

Ancora SPV K

(a)

As of the close of business on December 28, 2020, Ancora SPV K beneficially owned directly 125,648 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 125,648
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 125,648

CUSIP No. 349853101

Ancora SPV L

(a)

As of the close of business on December 28, 2020, Ancora SPV L beneficially owned directly 49,464 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 49,464
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 49,464

Ancora SPC E

(a)

As of the close of business on December 28, 2020, Ancora SPC E beneficially owned directly 365,648 Shares.

Percentage: Approximately 1.3%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 365,648
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 365,648

Ancora Advisors

(a)

Ancora Advisors, as the investment adviser to each of the Ancora Funds and the Separately Managed Accounts, may be deemed to beneficially own 1,447,548 Shares consisting of (i) 21,450 Shares beneficially owned directly by Ancora Merlin, (ii) 230,999 Shares beneficially owned directly by Ancora Merlin Institutional, (iii) 18,004 Shares beneficially owned directly by Ancora Catalyst, (iv) 234,417 Shares beneficially owned directly by Ancora Catalyst Institutional, (v) 165,004 Shares beneficially owned directly by Ancora SPV I, (vi) 188,345 Shares beneficially owned directly by Ancora SPV J, (vii) 125,648 Shares beneficially owned directly by Ancora SPV K, (viii) 49,464 Shares beneficially owned directly by Ancora SPV L, (ix) 365,648 Shares beneficially owned directly by Ancora SPC E and (x) 48,569 Shares held in the Separately Managed Accounts.

Percentage: Approximately 5.3%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,447,548
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,447,548

Mr. DiSanto

(a)

Mr. DiSanto, as the Chairman and Chief Executive Officer of Ancora Advisors, may be deemed to beneficially own 1,447,548 Shares consisting of (i) 21,450 Shares beneficially owned directly by Ancora Merlin, (ii) 230,999 Shares beneficially owned directly by Ancora Merlin Institutional, (iii) 18,004 Shares beneficially owned directly by Ancora Catalyst, (iv) 234,417 Shares beneficially owned directly by Ancora Catalyst Institutional, (v) 165,004 Shares beneficially owned directly by Ancora SPV I, (vi) 188,345 Shares beneficially owned directly by Ancora SPV J, (vii) 125,648 Shares beneficially owned directly by Ancora SPV K, (viii) 49,464 Shares beneficially owned directly by Ancora SPV L, (ix) 365,648 Shares beneficially owned directly by Ancora SPC E and (x) 48,569 Shares held in the Separately Managed Accounts.

CUSIP No. 349853101

Percentage: Approximately 5.3%

(b)

Mr. Clarke

(a)

As of the close of business on December 25, 2020, Mr. Clarke beneficially owned 2,500 Shares, which Shares are held in the Andrew C. Clarke Revocable Trust, of which Mr. Clarke is the sole settlor, beneficiary and trustee.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 2,500
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,500
4. Shared power to dispose or direct the disposition: 0

Mr. Niswonger

(a)

As of the close of business on December 25, 2020, Mr. Niswonger beneficially owned directly 10,000 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 10,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 10,000
4. Shared power to dispose or direct the disposition: 0

Each Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such group may be deemed the beneficial owner of the Shares directly owned by each of the Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(c) The transactions in the Shares by the Reporting Persons during the past sixty days are set forth in Schedule B and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e) Not applicable.

CUSIP No. 349853101

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On December 21, 2020, the Reporting Persons entered into a Group Agreement (the “Group Agreement”) in which the Reporting Persons agreed, among other things, to (i) engage in discussions with the Issuer regarding means to enhance shareholder value and corporate governance and (ii) the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Group Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits

99.1

Group Agreement, dated December 21, 2020.

99.2

Powers of Attorney.

CUSIP No. 349853101

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 28, 2020

Ancora Merlin, LP

By:	Ancora Advisors, LLC, its General Partner

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Merlin Institutional, LP

By:	Ancora Advisors, LLC, its General Partner

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Catalyst, LP

By:	Ancora Advisors, LLC, its General Partner

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Catalyst Institutional, LP

By:	Ancora Advisors, LLC, its General Partner

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Catalyst SPV I LP – Series I

By:	Ancora Advisors, LLC, its General Partner

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Catalyst SPV I LP – Series J

By:	Ancora Advisors, LLC, its General Partner

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Catalyst SPV I LP – Series K

By:	Ancora Advisors, LLC, its General Partner

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Catalyst SPV I LP – Series L

By:	Ancora Advisors, LLC, its General Partner

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Catalyst SPV I SPC Ltd. – Segregated Portfolio E

By:	Ancora Advisors, LLC, its Investment Adviser

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Advisors, LLC

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

	/s/ Frederick DiSanto
	Frederick DiSanto, individually and as attorney-in-fact for Andrew C. Clarke and Scott W. Niswonger

SCHEDULE A

Directors and Officers of Ancora Catalyst SPV I SPC Ltd. – Segregated Portfolio E

Name and Position	Principal Occupation	Principal Business Address	Citizenship

Bradley Zucker Director	Company Director	6060 Parkland Boulevard Suite 200 Cleveland, Ohio 44124	United States

Julie O’Hara Director	Company Director	94 Solaris Avenue Box 1348, Camana Bay Grand Cayman Cayman Islands KY1-1108	Canada

Ronan Guilfoyle Director	Company Director	94 Solaris Avenue Box 1348, Camana Bay Grand Cayman Cayman Islands KY1-1108	Ireland

SCHEDULE B

Transactions in the Securities of the Issuer During the Past Sixty Days

Nature of Transaction

Amount of

Securities Purchased

Price per Share ($)

Date of
Purchase

Ancora Catalyst SPV I LP – Series I

Purchase of Common Stock	1,004	61.6735	10/26/2020
Purchase of Common Stock	1,720	62.4122	10/27/2020
Purchase of Common Stock	2,910	60.3332	10/28/2020
Purchase of Common Stock	1,735	61.2389	10/29/2020
Purchase of Common Stock	1,563	62.8663	10/30/2020
Purchase of Common Stock	1,989	63.1739	11/02/2020
Purchase of Common Stock	1,040	66.4463	11/03/2020
Purchase of Common Stock	2,277	64.6422	11/04/2020
Purchase of Common Stock	1,384	65.9038	11/05/2020
Purchase of Common Stock	1,223	65.9047	11/06/2020
Purchase of Common Stock	1,692	71.2324	11/09/2020
Purchase of Common Stock	917	72.8194	11/10/2020
Purchase of Common Stock	2,468	71.1393	11/11/2020
Purchase of Common Stock	978	71.9884	11/13/2020
Purchase of Common Stock	245	73.6599	11/16/2020
Purchase of Common Stock	734	74.2808	11/16/2020
Purchase of Common Stock	1,520	74.1981	11/17/2020
Purchase of Common Stock	548	74.7316	11/18/2020
Purchase of Common Stock	548	74.1319	11/19/2020
Purchase of Common Stock	548	74.2174	11/20/2020
Purchase of Common Stock	365	75.2933	11/23/2020
Purchase of Common Stock	722	73.8417	12/14/2020
Purchase of Common Stock	211	75.8090	12/24/2020
Purchase of Common Stock	754	76.6229	12/28/2020

Ancora Catalyst SPV I LP – Series j

Purchase of Common Stock	2,103	61.6657	10/26/2020
Purchase of Common Stock	3,600	62.4077	10/27/2020
Purchase of Common Stock	6,092	60.3305	10/28/2020
Purchase of Common Stock	3,633	61.2344	10/29/2020
Purchase of Common Stock	3,272	62.8613	10/30/2020
Purchase of Common Stock	4,163	63.1700	11/02/2020
Purchase of Common Stock	2,193	66.4387	11/03/2020
Purchase of Common Stock	4,799	64.6387	11/04/2020
Purchase of Common Stock	2,918	65.8981	11/05/2020
Purchase of Common Stock	2,578	65.8982	11/06/2020
Purchase of Common Stock	3,613	71.2277	11/09/2020
Purchase of Common Stock	1,861	72.8111	11/10/2020
Purchase of Common Stock	5,013	71.1362	11/11/2020

Purchase of Common Stock	2,004	71.9806	11/13/2020
Purchase of Common Stock	501	73.6391	11/16/2020
Purchase of Common Stock	1,503	74.2704	11/16/2020
Purchase of Common Stock	3,145	74.1930	11/17/2020
Purchase of Common Stock	1,148	74.7173	11/18/2020
Purchase of Common Stock	1,148	74.1176	11/19/2020
Purchase of Common Stock	1,148	74.2031	11/20/2020
Purchase of Common Stock	765	75.2718	11/23/2020
Purchase of Common Stock	1,510	73.8308	12/14/2020
Purchase of Common Stock	449	75.7713	12/24/2020
Purchase of Common Stock	1,600	76.6229	12/28/2020

Ancora Catalyst SPV I LP – Series k

Purchase of Common Stock	3	66.9367	10/26/2020
Purchase of Common Stock	2,015	61.6660	10/26/2020
Purchase of Common Stock	3,451	62.4078	10/27/2020
Purchase of Common Stock	5,838	60.3306	10/28/2020
Purchase of Common Stock	3,482	61.2346	10/29/2020
Purchase of Common Stock	3,135	62.8615	10/30/2020
Purchase of Common Stock	4,552	63.1697	11/02/2020
Purchase of Common Stock	4,377	66.4353	11/03/2020
Purchase of Common Stock	9,580	64.6372	11/04/2020
Purchase of Common Stock	5,823	65.8956	11/05/2020
Purchase of Common Stock	5,146	65.8953	11/06/2020
Purchase of Common Stock	6,968	71.2257	11/09/2020
Purchase of Common Stock	4,366	72.8064	11/10/2020
Purchase of Common Stock	11,754	71.1345	11/11/2020
Purchase of Common Stock	4,733	71.9763	11/13/2020
Purchase of Common Stock	1,183	73.6366	11/16/2020
Purchase of Common Stock	3,550	74.2646	11/16/2020
Purchase of Common Stock	7,341	74.1902	11/17/2020
Purchase of Common Stock	2,711	74.7097	11/18/2020
Purchase of Common Stock	2,711	74.1100	11/19/2020
Purchase of Common Stock	2,711	74.1955	11/20/2020
Purchase of Common Stock	1,807	75.2605	11/23/2020
Purchase of Common Stock	3,638	73.8250	12/14/2020
Purchase of Common Stock	4,174	75.1568	12/16/2020
Purchase of Common Stock	1,181	76.7668	12/17/2020
Purchase of Common Stock	1,033	75.7524	12/24/2020
Purchase of Common Stock	3,676	76.6229	12/28/2020

Ancora Catalyst SPV I LP – Series l

Purchase of Common Stock	2,749	71.9786	11/13/2020
Purchase of Common Stock	2,061	74.2677	11/16/2020
Purchase of Common Stock	688	73.6366	11/16/2020

Purchase of Common Stock	4,418	74.1916	11/17/2020
Purchase of Common Stock	1,637	74.7134	11/18/2020
Purchase of Common Stock	1,741	74.1131	11/19/2020
Purchase of Common Stock	1,742	74.1986	11/20/2020
Purchase of Common Stock	1,161	75.2651	11/23/2020
Purchase of Common Stock	522	74.6840	11/25/2020
Purchase of Common Stock	10,000	74.0490	11/27/2020
Purchase of Common Stock	5,000	73.2625	11/30/2020
Purchase of Common Stock	4,000	73.2303	12/10/2020
Purchase of Common Stock	4,000	74.4238	12/11/2020
Purchase of Common Stock	1,914	73.8287	12/14/2020
Purchase of Common Stock	2,708	74.0449	12/15/2020
Purchase of Common Stock	2,126	75.1603	12/16/2020
Purchase of Common Stock	601	76.7791	12/17/2020
Purchase of Common Stock	525	75.7665	12/24/2020
Purchase of Common Stock	1,871	76.6229	12/28/2020

Ancora Catalyst SPV I spc ltd. – segregated portfolio e

Purchase of Common Stock	18,694	60.3288	10/28/2020
Purchase of Common Stock	11,150	61.2316	10/29/2020
Purchase of Common Stock	10,040	62.8582	10/30/2020
Purchase of Common Stock	12,780	63.1676	11/02/2020
Purchase of Common Stock	7,390	66.4339	11/03/2020
Purchase of Common Stock	16,246	64.6365	11/04/2020
Purchase of Common Stock	9,875	65.8945	11/05/2020
Purchase of Common Stock	8,727	65.8941	11/06/2020
Purchase of Common Stock	11,727	71.2248	11/09/2020
Purchase of Common Stock	5,856	72.8056	11/10/2020
Purchase of Common Stock	15,765	71.1342	11/11/2020
Purchase of Common Stock	9,536	71.9747	11/13/2020
Purchase of Common Stock	2,384	73.6366	11/16/2020
Purchase of Common Stock	7,152	74.2625	11/16/2020
Purchase of Common Stock	14,515	74.1892	11/17/2020
Purchase of Common Stock	5,380	74.7070	11/18/2020
Purchase of Common Stock	5,483	74.1072	11/19/2020
Purchase of Common Stock	5,483	74.1927	11/20/2020
Purchase of Common Stock	3,656	75.2563	11/23/2020
Purchase of Common Stock	7,368	73.8229	12/14/2020
Purchase of Common Stock	10,430	74.0408	12/15/2020
Purchase of Common Stock	8,186	75.1550	12/16/2020
Purchase of Common Stock	2,316	76.7606	12/17/2020
Purchase of Common Stock	2,024	75.7453	12/24/2020
Purchase of Common Stock	7,208	76.6229	12/28/2020

Ancora advisors llc

(Through the Separately Managed Accounts)

Purchase of Common Stock	9,661	74.1882	11/17/2020
Purchase of Common Stock	3,576	74.7042	11/18/2020
Purchase of Common Stock	3,369	74.1045	11/19/2020
Purchase of Common Stock	3,368	74.1900	11/20/2020
Purchase of Common Stock	2,246	75.2522	11/23/2020
Purchase of Common Stock	4,848	73.8209	12/14/2020
Purchase of Common Stock	6,862	74.0394	12/15/2020
Purchase of Common Stock	5,514	75.1532	12/16/2020
Purchase of Common Stock	1,560	76.7541	12/17/2020
Purchase of Common Stock	1,374	75.7379	12/24/2020
Purchase of Common Stock	4,891	76.6229	12/28/2020

Andrew c. clarke

(Through the Andrew C. Clarke Revocable Trust)

Purchase of Common Stock

2,500

66.0000

11/06/2020

EX-99.1 2 e620173_ex99-1.htm GROUP AGREEMENT

GROUP AGREEMENT

This Agreement (this “Agreement”) is made and entered into as of December 21, 2020, by and among (i) Ancora Catalyst, LP, Ancora Merlin, LP, Ancora Catalyst Institutional, LP, Ancora Merlin Institutional, LP, Ancora Catalyst SPV I LP – Series I, Ancora Catalyst SPV I LP – Series J, Ancora Catalyst SPV I LP – Series K, Ancora Catalyst SPV I LP – Series L, Ancora Catalyst SPV I SPC Ltd. – Segregated Portfolio E, Ancora Advisors, LLC, and Frederick DiSanto (collectively, “Ancora”), (ii) Andrew C. Clarke and (iii) Scott M. Niswonger (together with Ancora and Mr. Clarke, each a “Party”, and collectively, the “Parties” or the “Group”).

WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Forward Air Corporation, a Tennessee corporation (the “Company”);

WHEREAS, the Parties desire to form the Group for the purpose of (i) engaging in discussions with the Company regarding means to enhance shareholder value and corporate governance, (ii) taking all other action necessary to achieve the foregoing and (iii) taking any other actions the Group determines to undertake in connection with their respective investment in the Company.

NOW, IT IS AGREED, this 21^st day of December 2020 by the Parties hereto:

1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company to the extent required by applicable law. Each member of the Group shall be responsible for the accuracy and completeness of its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members of the Group, unless such member knows or has reason to know that such information is inaccurate.

2. So long as this Agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”), such notice to be given no later than four (4) hours after each such transaction, of (i) any of their purchases or sales of securities of the Company, or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership; provided, however, that each Party agrees not to purchase or sell securities of the Company or otherwise increase or decrease its economic exposure to or beneficial ownership over the securities of the Company if it reasonably believes that, as a result of such action, the Group or any member thereof would be likely to be required to make any regulatory filing (including, but not limited to, a Schedule 13D amendment, Form 3 or Form 4 with the Securities and Exchange Commission (the “SEC”)) without using its reasonable efforts to give the other members of the Group at least twelve (12) hours prior written notice; provided, further, that no Party shall, without the prior consent of Ancora, buy, or increase any beneficial ownership over, any securities of the Company if, as a result of such action, the Group would beneficially own more than 9.99% of the Company's common stock. For purposes of this Agreement, the term “beneficial ownership” shall have the meaning of such term set forth in Rule 13d-3 under the Exchange Act.

3. Each of the undersigned agrees to form the Group for the purpose of (i) engaging in discussions with the Company regarding means to enhance shareholder value and corporate governance, (ii) taking all other action necessary to achieve the foregoing and (iii) taking any other actions the Group determines to undertake in connection with their respective investment in the Company.

4. Ancora shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such pre-approved expenses.

5. Each of the undersigned agrees that any filing with the SEC, press release or shareholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be as directed by Ancora.

6. The relationship of the Parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any Party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any Party’s right to purchase or sell securities of the Company, as it deems appropriate, in its sole discretion, provided that all such purchases and sales are made in compliance with all applicable securities laws and the provisions of this Agreement.

7. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

8. This Agreement is governed by and will be construed in accordance with the laws of the State of New York. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the Parties hereto consent and submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York.

9. The Parties’ rights and obligations under this Agreement (other than the rights and obligations set forth in Section 4 and Section 8, which shall survive any termination of this Agreement) shall terminate immediately after the conclusion of the activities set forth in Section 3 or as otherwise agreed to by the Parties. Notwithstanding the foregoing, any Party hereto may terminate its obligations under this Agreement on 24 hours’ written notice to all other Parties, with a copy by fax to Steve Wolosky at Olshan, Fax No. (212) 451-2222.

10. Each Party acknowledges that Olshan shall act as counsel for the Group and Ancora relating to their investment in the Company.

11. Each Party hereby agrees that this Agreement shall be filed as an exhibit to any Schedule 13D required to be filed under applicable law pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

[Signature page follows]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written.

Ancora Merlin, LP

By:	Ancora Advisors, LLC, its General Partner

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Merlin Institutional, LP

By:	Ancora Advisors, LLC, its General Partner

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Catalyst, LP

By:	Ancora Advisors, LLC, its General Partner

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Catalyst Institutional, LP

By:	Ancora Advisors, LLC, its General Partner

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Catalyst SPV I LP – Series I

By:	Ancora Advisors, LLC, its General Partner

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Catalyst SPV I LP – Series J

By:	Ancora Advisors, LLC, its General Partner

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Catalyst SPV I LP – Series K

By:	Ancora Advisors, LLC, its General Partner

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Catalyst SPV I LP – Series L

By:	Ancora Advisors, LLC, its General Partner

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Catalyst SPV I SPC Ltd. – Segregated Portfolio E

By:	Ancora Advisors, LLC, its Investment Manager

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Advisors, LLC

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

	/s/ Frederick DiSanto
	Frederick DiSanto

	/s/ Andrew C. Clarke
	Andrew C. Clarke

	/s/ Scott M. Niswonger
	Scott M. Niswonger

EX-99.2 3 e620173_ex99-2.htm POWERS OF ATTORNEY

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Frederick DiSanto the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Forward Air Corporation, a Tennessee corporation (the “Company”), directly or indirectly beneficially owned by Ancora Advisors, LLC or any of its affiliates (collectively, the “Group”). Such action shall include, but not be limited to:

1. executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company;

2. if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company; and

3. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d) or Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21^st day of December 2020.

	/s/ Andrew C. Clarke
	Andrew C. Clarke

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21^st day of December 2020.

	/s/ Scott M. Niswonger
	SCOTT M. NISWONGER